A bad egg in Equestria
by Alkem
Summary: Dr. Robotnik has winded up in Equestria and is beginning his plans to conquer. With no spiky headed rodent available to stop him, is there anyone that can stop his quest for domination?
1. Chapter 1

***Author's note**

**Just something i chose to do on a whim. If people actually show interest i may continue it. I say this because I know how critical the sonic fanbase can be.**

A bad egg in Equestria.

* * *

><p>"Hurry we have to keep moving!"<p>

"Just what the hey was that thing?"

"I don't know but its best we keep moving before we find out…..Celestia help us."

Two ponies ran through the thick shrubbery deep within the Everfree forest. They moved as fast as their hooves could carry them, neither looked back in fear of what they saw and what they presumed was chasing them.

"We've got to warn everypony!"

"Shut up and keep running!"

They hopped over fallen trees, ducked under low branches; desperately fleeing from what they witnessed. Up ahead was a pack of manticores.

"Sweet Luna! How are we getting passed that?"

"Like this!" the older colt shouted.

The pony charged straight through the crowd, the beasts surprised by the pony's sudden appearance stepped aside as he and the other pony, sticking right behind him, ran right past. Enraged the pack began chasing after them.

"I can't believe we just did that!"

"Keep moving, we still got a long way to go."

The colts barreled through, the forest seemed almost endless. Behind them, were the roars of the manticores giving chase, but further back was what really frightened them. They continued their sprint, but something caught the attention of the lead stallion.

"You hear that?"

"Yeah. The manticores. They've stopped following us."

"No. They didn't stop."

Terrified, the duo ran blindly. They had been running for awhile with no sign of the forest's edge. They were starting to lose their sanity, but they knew they had to keep running. The 2nd colt's mind raced, panicking over what will happen to the two of them….he lost focus.

"This way!" the lead Colt quickly turned left. The second pony lost in thought, didn't notice his friends and continued heading forward. By the time he realized what had happened, it was too late.

"Where are you!" the long colt cried out, still running in hopes of seeing his missing companion.

"UWAAAH!" the familiar voice cried out. The colt stopped in his track, as the scream of his friend shut his entire body down. The colt, immobilized with fear, desperately tried to move; trying to quell his fears enough just to continue running. That's when they struck.

The figures moved in on the pony. They were so swift he couldn't even yell out. The last thing he saw before he fainted was the silhouette of one of his captors and the piercing bright red inequine eyes it had.

The pony dreamed, in his dream he saw images; Images of the manticores that were chasing him, of cold, hard creatures that were dragging him somewhere, of his friend. The last thing he saw before his dream faded was of the first thing the two ponies saw. A tower, a tower made of cold steel. It's surrounding smelled foul, with pools of chemicals anypony would say are toxic. Giant metal gears churning and ticking. It was such an unnatural structure, even by pony standards. Both he and his friend came upon it during an expedition, but as soon as they approached it, swarms of creatures, the likes of which neither pony had ever witnessed descended on them. So they ran.

* * *

><p>The young colt woke up, delighted to still be among the living, found himself laying on a cold metal surface. Sounds he had never heard before going off around him, it hurt his ears. Getting a full view of his surroundings, he saw numerous cages on a moving platform. Inside were manticores, just like the ones that were chasing him before. The cages were approach a giant metal box; it had all sorts of bizarre gizmos, buttons, levers, pistons and wires. It was decades beyond anything ponies were capable of making, probably more.<p>

He watched one caged manticore go into the box, it shook, sparks of light flickered from the inside, and lots of loud noises came from it, particularly the cries of the manticore in agony. Its cries coming to a halt when a giant metal poll that stuck out from the top descended down. On the other side of the box, a large clunky creature made of metal like the one that captured it walked out. It was unlike any creature he's ever seen, it walked on two legs and had fingers on each hand. Circular in shape, colored orange, and had blue lit up blue eyes.

Too focused on the horrors happening before him the colt hadn't realized yet that he too was locked inside a cage. Unable to continue looking any longer, the colt averted his eyes elsewhere. He took notice of the enormous complex. A corridor winded around the cylindrical building spiraling upwards, he could not even see the ceiling. He figured out where he was; the tower. He heard a voice from above, the bars obscured his view, that was probably when he first notice his entrapment.

"Ah, so our guest is finally awake I see." The voice called out. "I noticed you and your friend admiring my tower, so I decided to have you come in for a closer look, you're the first of your kind to come here."

The pony heard the sounds of gears cranking, over in the distance. He saw a cage get hoisted up by a giant metal hand. It moved closer to the pony. Getting a look at what was inside; he saw that it was his friend.

"Don't worry he's alright, for now. In fact he better in a few minutes" The tone in his voice did not reassure the colt.

"What do you want from us!" the colt shouted.

"Oh ho ho! So your kind can speak. This makes things even more exciting."

"Tell me! Why did you capture us? Who are you?"

"Of course, allow me to introduce myself."

From the wall, a walkway jutted outward just above the floor reaching the center of the tower. The pony heard footsteps belonging to the voice. He looked up; standing on the platform was not a pony, but a creature that walked on two feet. It looked like the metal creature before, or maybe it was the other way around. It had long skinny legs and arms; the lower half of its body was colored black while the other half was mostly red. Its hooves had digits but colored white, and its pale head was completely bald aside from his moustache. It had a big red nose, goggles strapped to its head, and wore glasses. Probably what stood out most to the pony what that the creature was shaped similarly to that of an egg.

"My name is Dr. Ivo Robotnik," he bowed. "As for why you and your friend are here," The Dr, pulled out a small controller and pressed a button.

Metal cubes shot out from the walls and connected themselves to the platform Robotnik was standing on. He began to work on the newly connected devices. The cage where his still knocked out friend was in began to move.

"You two have the honor of being part of my latest experiment, you two should consider yourselves lucky."

The giant claw moved the cage closer to the cube from earlier.

The colt ran out to the edge of his cage, reaching out towards his friend. "No!" he cried out.

"So you equines are smart enough to understand. Don't fret, if things work out you'll soon be joining him."

The claw dropped the cage on the conveyer belt, placing it right next to the entrance. The impact awoke the pony inside. "Wha-what? Where am I?"

"So you're finally awake. You probably shouldn't have." The Creature up top fiddled with his devices. The machine below began starting up again, this time the sounds where louder and the sparks of electricity jumped out further, practically reaching the young colt who could only watch in terror. The cage moved in, and the mad doctor. enthusiastically slammed on a button.

"AHHHHHHHHHHHHHH!" The pony cried out, his scream echoed throughout the tower. It was the first time the young colt ever heard a pony neigh like that; it sent chills to his hooves. The screams continued until the metal poll dropped down, just like with the manticores.

"Now let's see how things turned out." The platform detached from the controls, and moved towards the other end of the cube. "Success! I had my doubt at first, but sometime I forgot how truly brilliant I am. Isn't that right you beauty" he said while admiring his work. "Now it's time to see if it wasn't just a fluke."

Before he could even get a look at what became of his friend, the cage the young colt was in began to move. "Why are you doing this?" he cried.

"Why? Why to fulfill my dream of domination. I may have had a minor setback back in my world, but with nothing to interfere with my plans here I'll rebuild my forces and return to finally finish what I started. As for you, while those wild beasts provide me with simple soldiers. Your kind posses true potential. Now that I know I can convert your race, I can start my next move. I'll start with a small village to build up my forces. It location is here, now please don't forget."

"Why should I remember that" the colt talked back.

"Because that will be you first mission, now come find me after you've had a change for the better."

With that the platform lifted up and the doctor. ascended, cackling madly as he disappeared.

The pony could do nothing but hopelessly slam against the bars as he moved into the dreadful machine. The pony lost it, consumed with fear of becoming one of those things. Soon he could only feel one thing. The pain, it was so immense he couldn't even cry out. He felt things clamp onto him, it was excruciating. The last thing he saw in his mind before it all went black was an image of home.

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><p>In his control room, Robotnik was formulating his next move. One of his newest metal creations walked in. "Master"<p>

"Ah you're here. You do remember what I told you?"

"Yes master"

"Then get going, I've got a world to take over."

The mechanical monstrosity left to begin his task, while the doctor admired the view of the land. He smiled manically, looking at his future empire.


	2. Chapter 2

A bad egg in Equestria

Chapter 2

High above the clouds a lone pegasus was flying over to her destination, a rainbow trail formed behind her as she flew by. The flying mare carried a cloth bag around her shoulder, inside was a newspaper. "Wonderbolts MISSING!" the headlines read. The cyan colors pony was traveling to the site where her heroes were investigating the numerous pony disappearances, until they too went missing.

Ponies were more afraid than ever to go near the Everfree forest. The princess had already announced a full investigation was to begin to find the cause of these baffling disappearances. That wasn't enough for the mare, she didn't care for organizing or planning she wanted to go now and find out what happened, even if that means going by herself.

_I can't believe their gone. Noponies doing anything about it, so now it's up to me to find and rescue them. Maybe if I do they'll finally make me a Wonderbolt. _She shook her head as to rattle the idea away. _This is no time to think about that I have ponies to save._

She arrived to the town, her mind focused on saving her heroes, but something was very odd. She looked around but there was no sign of anypony anywhere. The report spoke about ponies going missing from the town, but it looked like everypony had vanished.

"Hello? Is anypony here?"

There was no reply. She moves further into the abandoned burg. Looking around she saw houses, shops, cart stands, and a school. It reminded her of home, except with pony wandering about. She continued on her lonely search until she came closer to the edge of town, where it meets the Everfree forest. There she noticed a long trial that lead into the forest. She could tell it belonged to a pony that was being dragged, since that one time she had to literally drag her friend to her own birthday party. The pegasus began following the trial into the forest; if she could find the missing pony villagers then maybe she would find her heroes.

Deeper and deeper into the forest she went, her desire to fly was stopped for that fact that the vegetation was too dense to flap her wings properly. She could fly above the tree, but because she would lose sight of her only lead, she continued cantering, following the trail. As she looked at the trail the thoughts she had been trying to ignore increasingly nagged at her. Who or what could have done this? Why are they targeting ponies? Probably the one that worried her the most was why she hasn't seen any wildlife since she entered the forest. She tried to ignore those thoughts but couldn't, the feeling that something was watching her had the pegasus on edge.

The pegasus had been trotting for miles, everything started looking the same to her, and all she saw was tree after tree. She then heard sounds the likes of which the pony never heard before. The winged mare galloped to the source of the sound. She jumped out of the forest into an open area, When she got a look at it she was speechless.

It was a town, she thought, a town made entirely of metal. All the buildings which spewed black cloud, the odd looking statues that stood all over the place, even the ground she walked on, all of it made of metal. Metal wasn't strange to ponies, they use it all the time, but this was overkill. For the pegasus pony, it all felt so unnatural, the constant clanging her hooves made against the ground started to hurt. She already missed the feel of her hooves on soft clouds or even dirt; she began to flap her wings to avoid having to continue stepping on the metal floor. She was amazed by all she was taking in, but like the town before the mare noticed that this place was completely empty. Asides from the metal statues all over the place there was no sign of life. She began to look around for signs of anypony, looking over to the distance she notice a structure different from all the others, a giant metal tower.

_How did I miss that? It doesn't matter, if the Wonderbolts are here they probably went in there._

The lone pegasus took off, straight for the tower; she could feel the presence watching her intensify.

Arriving at the foot of the tower, she couldn't but look up at all the lights and gears, flashing and moving about, like the metal town surrounding the building, it was unlike anything the pony had ever seen, probably anypony had. She flew around the tall cylinder formation, searching for anything resembling an entrance. The sounds of a door opening caught the pegasus's attention. Without thinking, she flew straight in before it even finished opening. She flew straight in with no second thought of danger, slamming into a wall in the dark. A little dazed from the collision, the mare picked herself up and tried finding her way around. A bright blinding light went off.

"Welcome…Welcome" A voice rang out.

The stinging sensation gone from her eyes, the pegasus with the rainbow mane got a first look at her surroundings.

"Where am I?" She yelled out.

"Why you're-"

"Where are my friends?" the pegasus continued, cutting off the voice.

"You know it's rude to interrupt when someone is talking, especially when I'm in the middle of answering you're questions."

The pony paused her questioning, to see where this was going.

"As I was saying you are in my factory. Seeing as you barged in here I'd say its fair you at least told me who you were."

"My names Rainbow Dash."

"What an unusual name, then again you do look a little different compared to the others pony with wings. Oops, I guess I sort of answered your second question."

"What have you done with them? I want to see them, right now!" the mare ordered, as she stomped her hooves on the metal floor.

"My dear little pony, hmm that has a nice ring to it, you've already seen all your friends."

"What?"

"Surely you remember seeing them all over the place as you came."

_The only things I saw were those..._She finally realized what he mean by that,"What did you do to them?"

"Why I just gave them some improvements, they like the changes I made so much they decided to stay with me. "

"You liar! Tell me what you have done to the Wonderbolts!"

"The "Wonderbolts"? Ah you must mean that trio of ponies like you. I almost mistook them for someone else when they arrived. Those blue uniforms were quite misleading, but yes they did arrive here. They showed up and asked the same things as you. Honestly barging into an unknown place and demanding answers, your race of ponies must be very brave or very stupid."

The mare grunted, fuming with rage. "Where are they? Show you're self!"

"In due time my dear, you be joining them soon." A large clanking sound echoed through the tower.

The pegasus looked up and noticed something falling towards her. She managed to dodge in time. The object hit the floor with a metal "thunk". The pony flew down to investigate, it looked like metal cuffs.

"You won't get me that easy."

"You're right," the bodiless voice agreed. Another loud sound echoed.

This time four large metal panels jutted out of the walls, they popped up so fast it caught the pony off guard. She shot upward to escape, but a fifth wall slammed down entrapping her within.

"That was even easier. You see, I've learned something from my last encounter with you winged pests."

Sparks began to appear within the box she was trapped in; she could feel a tingly sensation as the electricity intensified. A loud crack like thunder pierced her ears, as the shock of lightning ripped through her. A common pegasus fear is getting hit by lightning, and she was living it. Her muscles twitched violently no longer under her control. Her body felt like it was burning from the inside, the pain was too much for Rainbow Dash to bear and she collapsed.

The panels returned back to their previous spot, leaving the pegasus lying on the metal floor, out cold. From above a strange flying machine, ball shaped in nature, lowered down towards the mare. Riding inside, was the mad Dr. Robotnik. His transport reached to bottom and he stepped out from it.

"Place the restraints on her." he called out.

Clunky metal orange creatures, along with a few sleeker looking ones advanced on the unconscious dash. One grabbed the cuffs from before, while the other held up their captive. The cuffs were clamped onto her wings, their weight force the feathery appendages down. The constant movement woke the pegasus up.

"My my, your quite a tough thing to wake up so soon after that."

She got a look at the face belonging mysterious voice; the most intriguing thing about it, besides the fact that it wasn't human, was the hoof marked black eye it had. Rainbow thrashed trying to reach out and give him another, but the weights placed on her wings kept her firmly in place. She kicked one of the metal creatures behind her, the blow knocked it off its feet, and the damage done caused it to combust. Rainbow Dash and the doctor looked over where the thing had blown up, there now sat a pony, the mare, a tan earth pony with light red hair, sat there too out of it to say anything.

"You idiots! Be careful." Robotnik angrily warned.

He then refocused his attention over to his new captive.

"You know Ms. Dash it's quite rude to break robots when you're a guest in some ones home. Those other winged ponies also gave me a bit of trouble, but it was nothing serious." He said while rubbing the area of his face that was bruised. "I must say though, when I first saw one of you I was shocked, I thought it was some sort of mutation. But later I saw three more, and they came straight to me. While Earth ponies are great you "pegasus ponies", as that one equine said you were called, provide me with a unique variation. You can never have too many different kinds of robots I always say.

The Doctor turned to his robots.

"Put her on the converter, and take that one along as well."

The black eyed doctor got back onto his contraption and started to fly away.

"Don't worry Ms. Dash, as I said you shall be joining your friends soon." He looked over to his metal servants, "Informing me as soon as it's done."

With those final words he vanished upwards, disappearing into the higher levels of the tower. The robots dragged her and the earth pony away. The lights went out, and all she could see was the blue and red lights that glowed from her holders eyes.

* * *

><p>Later we see the doctor stepping into a chamber; he was rather excited like a child receiving a surprise gift. The room was surrounded by his mechanical minions, all of them standing at attention as their master entered the room. At the center of the room was the device that spawned them all.<p>

"Ha-ha, let's take a look at my new toy."

The doctor moved to the end of the device, opening the curtain to see the results of his newest subject.

"Well, I didn't expect this. You look different from the other three that's for sure, but you don't look very different then you did before, aside from the spiffy metal appearance. I guess there was nothing special about you."

Disappointed, the doctor closed the curtain and slumped back to his chambers, as he walked his belly bumped into something. He looked down and saw his newest flop.

"Oh it's you. Wait a minute," he looked back and noticed he had moved quite a distance from the machine. "Oh now I get it you're designed for speed. So I guess there was something special about you after all." He pats the creation on the head. "I know I say this a lot but I truly am the world's greatest genius."

The robot, as if to prove itself to its master began to display its abilities. It rocketed around the tower, moving so fast its left a trail of fire still burning in mid air.

"Ambitious aren't you. I guess there are differences even between ponies of the same subspecies, I've got to make a note on that."

Rejuvenated by the outcome of his former flop creation, the Doctor turned back to face all his robot minions.

"It's almost time to move forward with my operations. Soon we shall expand and begin to conquer this land. There's just one more subject I need to experiment on.

The mad scientist points up to a monitor in the room and on the screen is a picture of a pony it wasn't an Earth pony nor did it have wings, no this one had a horn on its head.


	3. Chapter 3

A bad egg in Equestria

_Chapter 3:_

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><p><em>I never saw her after she left. Well I guess you can say I did, but that honestly wasn't her, not anymore. After she disappeared everything seemed to snowball out of control. Applejack and Rarity went in search of her. Only Applejack returned. She told us about the city of metal, the tower in the forest, and that ponies were being turned into robotic monstrosities. She said if it wasn't for Rarity's magic she wouldn't have made it back. Infuriated by the report, the Princesses organized an army to attack the tower and its owner and to free everypony who had been captured. <em>

_Nopony expected this to be the outcome._

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><p>In the Town of Ponyville, a small village located near the northern edge of the forest,a battalion of pegasus and unicorn knights were in formation preparing to embark. The town itself was mostly empty; dozens of ponies had abandoned the town when the stories of disappearances increased. The royal princesses were also present. They chose to come, after hearing the light orange mare's survivor story. They wanted to see for themselves what had been taking away ponies, and, according to the survivor, transforming them into hideous abominations. Ponies had tried to convince the sisters against coming along, but the two of them were too engulfed with anger to be convinced.<p>

The skies about the town were cover with dark clouds nopony had ever seen before. Pegasus ponies had tried to clear the clouds away, but these were different. They didn't move easily, ponies that stayed around them too long became sick. Worst of all they just kept coming eventually blocking out the sun. The remaining 4 of the 6 heroes stayed with their princesses, ready to do whatever they could to stop this threat and save their friends.

"Spike, are you positive you want to come, this is going to be dangerous?" Twilight Sparkle, apprentice to princess Celestia and one of the 6 heroes of Equestria, asked her faithful assistant who was riding on her back.

The baby dragon only gave her a stern, determined look; hiding the feeling of despair he's had since his crush vanished.

Princess Celestia flew up, facing everypony, and addressed her army. It was the first in a long time that she spoke to her people using the traditional royal Canterlot voice.

"Attention all my beloved subjects, today we're are faced with a most dire threat, the first in a very long time! We have gathered here to launch an attack on an unknown enemy, who stands to endanger our very lives! I ask of each of you to lend me your strength in this dark time! Together we shall overcome! Look out for everypony; the friendships we hold shall see us through this challenge! Now we shall put an end to the fear, to the darkness. Go my ponies, to victory, the sun and the moon shine over you all this day!"

Everypony cheers their leader's speech, invigorated to face any danger.

"That certainly was a breathtaking speech you majesty." A voice boomed out from the Everfree forest. The sounds of clapping accompanied it.

Everypony gasped, jumping up in surprise. The knights assumed battle formations. The princesses stayed where they were flying up at the front. Twilight and her friends were at the rear, all of them looking at the forest, the pink haired pegasus shivering wildly.

"You know I was planning on expanding soon, I had already seen the three kinds of pony races and got to study them for the most part, so I didn't think anymore research was needed before moving on. But then I got to witness both you and your sister. My, this was a surprise, I was planning to harvest more ponies to make my army and wouldn't you know it, an army of ponies comes to me. Even better a new race shows up and theirs two of them. Seeing as you're princesses I bet you two are of a very rare breed. Oh I can't wait to find out what secrets you hide.

Something pops out of the tree tops of the forest. The strange round flying machine of Doctor Robotnik's hovers above the forest, the evil genius stands atop it looking down at the two winged unicorns and their subjects.

"In fact I think I won't wait at all." The madman stretches out one hand pointing over to the ponies. "Capture all of them!"

With his order hundreds of bipedal robots pop out from the forests. Hundreds more rocket out from the tree tops. Their surprise attack catches the pony army off guard, but they soon charge to face the Doctors forces.

* * *

><p><em> I remember fighting; the unicorn knights faced the enemy on the ground while the pegasus knights contended with the enemies in the air. Those things used a net of some kind. It shot out from their weapons. The unicorn knights could only stop so many. The nets electrocuted them, knocking them out. Those things grabbed those ponies that were unconscious and carried them away. I tried sending their nets back to them, but that did nothing. We realized we now had to two issues one was the enemy, and the other was prevent them from taking our fallen.<em>

_We managed to destroy a few but it was like Applejack said, inside those things were ponies. It made fighting a lot harder especially when ponies were falling from the sky. We had to split our efforts between fighting and catching falling ponies and pegasus knights, but those monsters, they just kept firing. One of those things almost got Fluttershy as she went to catch a falling pony, but thankfully Pinkie Pie's party cannon stopped it. It was hectic but it started to look like we were winning. _

_That was until she showed up. When I first saw those colors I started to believe we were going to win. The familiar figure flew through the battle field above me, soaring faster than I've ever seen before. As she zoomed by the battlefield, more and more pegasus knights fell. Down below something unlike the others machines had shown up and started to plow through the unicorns. It had a face that it hid behind a giant metal fan. If it had never moved the fan I would've thought it was beautiful; but when it removed its face cover I saw it for what it was, a monster._

_The princesses were assisting their guards while using their magic to bring falling ponies safely down. When they started to overwhelm us, that's when the Doctor made his move. A large hand shot out from the forest, headed straight for the princess. Her back was turned, she didn't see it coming. I was going to save her with my magic, but I also saw my friend Applejack surrounded by a group that was about fire on her. I chose to save my friend, I teleported her to safety, then looked up towards my teacher. The metal hand would have gotten Celestia, but Princess Luna shoved her to safety. Luna screamed as the hand clamped around her, electricity shot through her. Everypony watched, losing morale after that. _

_Princess Celestia lost it. She began flying towards her sister, who was being pulled away. Using her magic to its fullest she began to destroy hundreds of enemies around her. A group of electrified nets were heading straight towards her, filled with rage, she no longer cared. If it weren't for that group of pegasus knights who jumped in the way we would have lost her too. Seeing her knights' risk themselves for her safety, snapped Celestia back. I managed to teleport Luna out of the metal trap, but as I ran over to catcher her I was struck down, the hit knocked Spike off me. I looked to see what hit me, and that's when I saw her._

_It was Rainbow Dash; one of my best friends, except it wasn't her. She was covered from head to hoof in metal, just like those things. Her eyes were no longer dark pink and filled with the warmth of a loyal friend, but bright red and cold. She caught Princess Luna, and before I could even cast a spell, she took off into the forest. After that I remember Princess Celestia ordered everypony to retreat. I was hurt by that thing that looked like Rainbow Dash's attack; the only thing I could remember was seeing the princess and a bright light._

* * *

><p>In Canterlot castle, various knights and ponies where lying in makeshift bed, being treated for their injuries. Those ponies that had been saved from those metal monsters were being questioned. Over in one of the beds, a lavender unicorn lay unconscious while her four friends wait close by.<p>

"Is Twilight going to be ok?"The worried pony asked.

"I dunno, I dunno" The panicked pink haired, yellow pegasus with the butterflies cutie mark replied.

"Now calm down Pinkie, you too Fluttershy, the doctor said she had a bump to the noggin, but she would be ok" The light orange mare answered, trying to hide her own concern. "We just need to wait till she gets up; the princess said she wanted to talk to us after."

The entire city was in lockdown, nopony was aloud outside the castle ground. Everypony was scared that those thing might come for the castle, that no place was safe. If one of their princesses was captured, is their anyway of protecting the other.

Twilight Sparkle finally came to. She awoke to the sight of her friends around her, but somepony was missing, or rather some dragon.

"Where's Spike?" The unicorn asked.

All her friends' faces suddenly turned sullen.

"I'm sorry Twi." The blonde earth pony said, while placing her hat on her chest.

The unicorn broke down into tears, her faithful assistant her best friend was gone. It was the only thing she could do. Her friends moved in, hugging her tightly.

* * *

><p>After their respite, the four girls went to the royal chambers. Inside Princess Celestia was grieving her own loss. The girls politely announced their presence.<p>

"Thank you for coming girls." She spoke, trying to hide how hurt she was.

"You highness I'm sorry for your loss." The princess's apprentice said.

"It's alright my pupil, we have all lost a lot this day, but we must move on. We cannot let this villain win. I've called you here because I am about to ask you to do an important task." She levitated an exquisite, jewel adorned box over to the four mares and opens it.

"The elements of harmony, but I thought they won't work." The unicorn paused, her tone turned sad, "Not without Rainbow Dash and Rarity."

"Your friends are not gone Twilight Sparkle. You saw with your own eyes that ponies can be saved from the villains clutches. While they may not be as strong when they are together they may still lend you the strength you need to save your friends, my sister, and all of Equestria. It is no longer safe for me to approach that tower, so I must put my faith in you, the heroes of Equestria. You must save your friends and together use all the elements of harmony to stop this mad fiend." The princess used her magic on the elements changing the elements current form, from five necklaces and crown, to 6 pendants. "This should make carrying and using them easier."

The four ponies take the elements from her, admiring their new appearance.

"Don't worry your highness; we'll save our friends and Princess Luna" said the Stetson wearing pony.

"Yeah and then we'll show they mean crazy doctor and his robots" the poufy haired pink pony added.

Sensing the support of her friends Twilight felt hope slowly take the place of the sadness that was gripping her. "Together we can stop this threat!"

Celestia nodded to the heroes. "You must hurry, there's no telling when that madman will strike."

As if on cue, a large crash occurred outside in the courtyard.

"Dragon!" a guard yelled out.

The pony all looked out the window, it was true; in the courtyard there was a dragon, but this one was different. It was mechanical like those two legged creatures from before.

"Alright girls it time to save Equestria." Twilight said while sticking her hoof out.

"Yeehaw! Together we stop this thing. Applejack said while stacking her hoof on top of Twilight's

"Yeah and well save our friends!" Pinkie shouted, putting her hoof in.

"F-For Rarity and Rainbow Dash" Fluttershy said, as her shaky hoof went in the middle.

The girls lifted their hooves high and shouted, "For Equestria!" and took off to meet the danger outside,

The princess looked on as the quartet ran off, and said "Good luck my little ponies."


	4. Chapter 4

A bad egg in Equestria

Chapter 4:

* * *

><p>"Aaaaaaaaah!" The scream of a pony echoed as she became another tool for the mad doctor.<p>

Finishing up on the latest batch of captured ponies brought in from the recent battle in Ponyville, the lights around Dr. Robotnik's insidious conversion device shut off. Only one ray of light remained, shining on the newest robot to join the evil genius's minion army.

_Huh? Where am I? Why is everything so dark...What's happening? Why can't I move?_

After several hours, the lights in the room flicked back on. The egg shaped figure of the machine's creator walked in; he moved around the room, observing the spoils of his latest victory. All of his newly created mechanical soldiers powered as they sensed his presence.

"Now look at all these fine looking models, I just love it what you can get when you used the right materials."

_Who's talking? Hello I can here you but I can't open my eyes. Please help me, I can move. _

As the doctor walks down the line examine the new recruits he reached the last one.

"Well look here, we have another one of you. I must say you creature have yet ceased to astound me." He turns to a cage located on the far side of the room. "It seems that among you there are those who posses hidden traits. Traits that manifest when put through my lovely conversion machine." The doctor then returns to his newest model. "Which result in beauties such as this. It's like finding a rare trading card in a pack."

_Uh..Thank you for the compliment but if I could get your help with my body I wou-_

"You and those things are monsters!" cried out a pony from the group inside a cage.

_I'm not a monster I'm a… What am I? Please someone help me I don't remember anything._

"There no need for such words. Why pretty soon you'll all be just like them." The doctor said to the group of weeping ponies. He then focused back to his lasted creation. "If you're lucky you might become something as special as this…Huh? What wrong with this thing, it's not moving."

_That's what I've been trying to tell you._

The doctor fiddled around with the deactivated robot until, "Ah-ha, there we go."

It sprang to life. It was a humanoid looking robot, with long thin appendages, except its legs bent back at the knees. Its head was not separate from its body, instead was a small section at the top of its upside down egg shaped body, that was distinctive only by the change in color. Cast in a silver, with gold colored plates around parts of its arms and legs, the only other color black, was located where its head was, and yellow that flickered from its eyes. It carried a lance in it right hand and wore a solid grey cape on its back. It rose up to face its creator; taller than its master, and awaited orders.

_Oh thank you thank you, I can finally see! Wait a minute why can I only see from one eye. Why is my body moving on its own?_

"Good to see I didn't need to scrap you from the start. Now just look at you, silver and gold complete with a lance and a cape, now to figure out what to do with you."

A small round robot, a collection of metal plates propelled by rockets with a glass visor and speaker for a face, hovered into the room, "Doctor, reporting on the-" the waving white gloves of the robot's master cut it off.

"Can't you see I'm a little bit busy," Robotnik said, as he pondered what to do with his latest pony converted masterpiece. "Hmm…now what to do with my new knight?"

"Excuse me master."

"What!" the mad man snapped.

The little robot messenger cringed from his masters outburst. "T-the drake is all set to deploy."

An Idea sprang into the demented doctor's head. "That's it! I know just the thing. What's a knight without a trusted steed." he points to the metal knight, "You first mission shall be to head over to the enemy castle. Once there, you shall retrieve the princess and bring her to me, just like a real knight." He chuckled at the thought. "Now head downstairs, your steed waits to carry you off to battle." Finished giving the robo-knight its orders the doctor makes his way out of the room. "Don't mess this mission up, I'm preoccupied with one of our important guest, so I'm counting on you to complete this task."

"Aye-aye sir, I will comply."

_That wasn't my voice! What's going on, what am I? Someone anypony please help me!..."anypony"?_

Outside the tower, preparations were complete. Groups of stout orange machine men ran about as the silver knight now sat atop his mount. It was a giant metal dragon; razor sharp claws, a jagged set of teeth lined its mouth. Dangerously sharp spines went down its long neck, all the way down to the three sharp edges at the end of its tail. A set of steel plated wings, and a turbine engine located in its belly the give it extra momentum. The purple and green coated mechanical monster roared furiously as it began to take off. The knight spoke not one word; he simply looked off towards the location of his goal, focused solely on pleasing his masters. As the two ripped through the red clouded skies above the conquered lands, they saw one of their brothers in arms. Far in the distance, a light blue steel incased pony was flying about. A streak of blue light formed behind it with each flap of the metal pony's metallic wings propelled her to incredible speeds. The knight and dragon continued onward, they had a task to accomplish.

* * *

><p>The two arrived at the location of their target. The knight scanned the area, but could not find the princess. He signaled his dragon mount to descend. The dragon dive-bombed down, landing in the middle of the castle courtyard.<p>

"D-dragon!" a unicorn knight yelled out.

Panicked ponies in the courtyard quickly fled. Unicorn knight moved in to attack the intruder. The dragon swiped its tail and claws, knocking numerous ponies against the castle walls. The mechanical knight jump off his steed and made his way to the castle, while his partner handled the defenses outside. Before the mechanical knight made it inside he was cut off, not by more knight but 4 colorful ponies.

_I think I've seen those four somewhere before…_

The ponies were surprised at seeing the knight, but they did not back away. The knight lifted his lance and prepared to spear them, but the pink one quickly pulled out a small cannon and opened fire. The blast sent the solid steel knight flying back to the court yard center.

_Ow! That really hurt._

"Nice shot there Pinkie," the pony in the cowboy hat complimented.

The knight rose back up and aimed its lance over to the ponies. The lance opened up and fire 4 missiles at the ponies. The light orange mare fire projectiles of her own, she used her tail to fling intercepting apples at the incoming explosives. The fruits managed to hit 3 of the four, the explosions blew out the stained glass windows on the castle walls nearby. Thankfully for the equines the fourth missile was stopped in midair. A strange aura surrounded the last projectile and turned it back towards the knight. The blast launched the robot even further back.

"We did it!" shouted the pink pony.

"Not yet we still have a dragon to deal with" Twilight Sparkle noted.

The dragon having dispatched the last of the unicorn knights, saw his companion having trouble, and charged in to join the fight.

The girls all gasped as they saw the metallic dragon approach. "Spike!" They horrifyingly yelled, realizing who the monster was and what had become of him.

The dragon didn't pause it kept charging and swiped it claws at them. Applejack and Pinkie Pie managed to dodge the sharp claws, while Fluttershy lifted Twilight away before they could be hit. The two earth ponies jump simultaneously onto the dragon. Their hooves connected with the beast's head denting its metal face. The beast continued to swing its claws and tail, but the girls kept avoiding it. Changing its tactics, the turbine in the metal dragon's belly started up. It suction was strong enough to pull the light yellow pegasus down to the ground. Once its turbines stopped, the dragon opened its mouth and fire began to spew forth. Thankfully the steel clad dragon's movements were slow, so the girls managed to run and avoid their mechanized friend's burning breath.

* * *

><p>Meanwhile back on the other side of the courtyard. The silver robot knight had recovered and was making its way back to the fight. Sparks jumped off the robots frame as the explosion did more damage than it had thought.<p>

_Why am I doing this? This all feels wrong; I have to find a way to stop this…but how?_

The robot picked up is lance walked across the courtyard, pegasus knight appeared to block its way. The flying pony knights' charge and tackle tactics were no use. The computerized knight simply swiped them away with its lance.

The robot started rotating its weapon around it like a propeller as it walked; the knights were could not even approach it at this point. More and more pegasus fell until there were none left standing. As it got closer to the scene, something got the machines attention. The cries of a young pony drew the knight towards it.

_Who is crying? Where are you going?_

The silver robot removed the upside down cart the crying pony was hiding under. There, two unicorns; one a grey filly with short blond hair and a bubble wand cutie mark, the other, an older pink mare with purple hair and a lighter purple stripe with three cut diamonds as her cutie mark. The two were clinging to each other frightened by the approaching metal knight. The robot stepped close and lifted its lance up preparing to thrust.

_You can't! This isn't part of your mission, why are you doing this?_

The emotionless knight plunged his lance down towards the two unicorns. The eldest held the foal tightly, cringing as the sharp tip approached them.

"Mommy!"

_Don't you hurt my muffins!_

The knight suddenly stopped. It had deactivated just a second before it would have impaled the two ponies. Realizing they were still alive, the two unicorns crept back from the motionless robot. The unicorns hugged each other, happy to be alive.

*Crash*

A purple tail swung by them, knocking the lifeless metal knight away. The mechanical dragon had seen what befell his companion and was making a rush at the two unicorns. Behind the monster the four ponies who had been fighting it gave chase. Using its turbines to gain a little momentum, the dragon reached the two helpless ponies and prepared to unleash some fiery vengeance. Twilight Sparkle jumped over to the ponies and quickly tried to create a barrier to protect them but she wasn't fast enough. The fires headed straight for them, but something had blocked it.

Standing in front of the three unicorns was the silver knight, its lance opened up like an umbrella blocking the machine drake's flames. "Go, now! Take these two to safety, I will handle this."

Not fully aware of what just happened but thankful for the assistance, the lavender unicorn nodded. She called out to her friend. "Fluttershy!" The light yellow pegasus began to fly in.

Noticing what they were doing the dragon turned its head to aim towards the pegasus. That's when the knight charged and attacked the dragon. Taking the opportunity the pegasus flew in and carried the two unicorns to safety. The other three ponies watched as the silver knight face off against its former partner. The beast no longer recognizing the knight as one of its own, swiped its massive claws down on it. Using its lance the robot deflected the dragon's repeated claw and tail swipes. The creature move to chomp down on its enemy, picking the knight up with its massive jaw. Using its strength, the knight stopped the dragon from biting down, and fire rockets from its lance, down the mechanical drake's neck. The explosions damaged the dragon robot, causing it to no longer function from the neck up.

The knight hit the ground hard; the stress from holding the metal beast mouth open had caused the joints in its arms and legs to overheat. The beast, still moving, activated its turbine. The suction was overpowering; it ripped the knights flowing cape from its shoulders. The robot was too close and was being pulled in the.

It gave one look over to the unicorn that was just about to jump in to save it, and stuck its hand out. "Do not interfere." And with that it charged forward.

Rockets on the knights back powered up as it made its approach into the beasts spinning belly. The lance tore through the inside of the dragon, piecing through to the other side. The spinning blades of the turbine wrecked heavy damage on the knight's metal frame, but its kept rocketing through. Finally skewering the metal beast, the robot knight then jumped on the robots back. It body was heavily damaged, missing a leg and an arm, it launched one final attack. The lance plunged deep into the dragons back and the sounds of explosions quickly followed. The dragon was being destroyed from the inside as rocket after rocket went off. The metal beast was slain, and on its back was the now deactivated knight who bested it. The four ponies that remained around the two, realized what was about to happen and ran away from the blast zone as fast as they could. The explosion from the two machines rocked the castle grounds, The bodies of the knight and its former steed vanished in the giant ball of fire.

* * *

><p>After things had settled, doctors and nurses quickly rushed into the courtyard to attend to injured. Doctors and nurse were working hard tending to the various wounded pegasus and unicorn knights<p>

"Somepony get me a stretcher! These two are in bad shape!" yelled a pony doctor, standing over an injured baby dragon and a grey blonde haired pegasus pony, who lay in the middle of the courtyard.

Inside of the castle main hall, makeshift beds still scattered all over, standing by one of those beds, four ponies waited around for their dear friend. Recovering from his ordeal was a baby dragon named Spike. As he got a glimpse of his surrounding for the first time, he noticed four familiar sets of eyes looking directly at him. Each of the four girls had a smile on their face, happy to have one of their friends back.

The unicorn fought back her tears enough to utter her dear friend's name, "Spike…"

"We're glad to have you back partner," said earth pony wearing the cowboy hat.

The light yellow pegasus was shedding tears of joy upon seeing the dragon's smiling face again. Beside the teary eyed pony, a small party popper went off in the hooves of the pink earth pony who reminded them all that this was a moment to celebrate.

"Hey girls, what's going on? How come I'm in bed? Did I fall asleep of something?" The girls simply surrounded their dragon friend and gave him a group hug.

"Oh spike."

Across from the bed where the infant dragon was resting in, two unicorns were happy to have their own reunited family member.

"Mommy! Mommy! I knew you weren't gone, I just knew it," the little grey unicorn rejoiced as she hopped on the bed and wrapped her arms tightly around her mother's neck. The elder pink unicorn daughter simply placed her head over her mother's shoulder trying her best not to cry, but little snivels couldn't help but come out from her.

The walleyed pegasus hugged both of her daughters tightly, wrapping her wings around them. "It's okay my precious muffins. Mommy is here, we're still together. A happy family."

The three reunited mares shared tears of joy. A happy ending, something that everypony could certainly do more with in these dark times.


	5. Chapter 5

**A bad Egg in Equestria**

With his tower still casting its menacing shadow across the leafy rooftops of the Everfree Forest, Dr. Robotnik looked out over new empire and laughed. Behind the doorway of his chambers, his vast creations were tirelessly at work. Among the busy marching lines of metallic minions, one made its way into the chamber.

"Master, I have a report on the units you sent to capture the target."

The doctor continued looking outward, smiling to himself. "Oh good, they've managed to capture that creature faster than I expected."

The little bot's gyros begin to spin wildly, causing it to rattle. "The results are actually the opposite sir. Both units' signals were lost some time after they arrived at the location. From the data we received from them before they went offline, it is determined that they have been destroyed."

"What?!" the doctor yelled, hitting his fist against his seat, quickly swerved his chair to face to face his cowering messenger. "How could my glorious creations, my beautiful masterpieces, fail?"

"Units E-140-DD and Iron Drake's signals were lost moments upon their arrival. No signs indicate a malfunction on their part, and from the last images collected it was accessed that they were destroyed by the target's defenses."

"Defenses?" Robotnik sat back down, tugging on his moustache while he stared over to Canterlot castle in the distance. "So, those ponies actually do have some fight in them. Show me the last images received from those two before they went offline."

"Roger." The droid's eyes shined bright, projecting an image in the air before them. "Now displaying the last recorded images of unit E-140-DD and unit Iron Drake." Displayed were pictures of Twilight, Pinkie, Applejack and Fluttershy combating his work.

"So, these four were the one who dismantled my creations." He crossed his arms began tapping his foot on the ground. "Any news on their current location?"

The bot's eyes flickered, changing the image to that of a map. "Last scans show, the four subjects were headed out of the target's fortifications and moving towards our location. They should be arriving in the contained sector formerly known as Ponyville."

"I see. Who's positioned in that sector?"

"Only a small battalion of Egg Pawns led by unit E-4, code name, Rusty Grim Beauty."

"Hmm. That should be enough to stop their little ragtag group of heroes. I've got to prepare for more important things." He looked on at the map, stood up, and pointed to Canterlot. "I want the ship ready for takeoff. We're hitting them hard this time. I won't fail a second time.

"Aye aye sir!" the bot replied, saluting before making its way out of the chamber.

Robotnik followed, stepping out to view his mass produced army move to prepare. He couldn't help but smile as he made his way. "Soon I'll have both of them in my hands. This, this world and all others will belong to mine. Mwahahahahahahaha!"

* * *

><p>Miles away, out of earshot of the doctor's maniacal laughter that echoed through the forest, the quartet of Applejack, Fluttershy, Pinkie Pie and Twilight Sparkle had just arrived at the edge of somewhere dear to them, their home; where all the madness began for them. Standing atop a hill, they had a clear view of the town. They hardly recognized it with the blanket of smog covering it. Any homes that remained were wrapped in steel coils along that rendered them indistinguishable. The only other notable thing they could see were large metal blocks that spewed plumes of black smoke. Looking past the cover of dark clouds, they spotted more of the blotted machines from before that clumsily patrolled the town.<p>

"Jus' look at what those varmints have gone and done to our home. We've got to stop em."

"I know Applejack, I know," said Twilight. "I want to save our home too. And the best way to do that is to stop it at its source." She diverted her eyes over to the Everfree Forest, focusing on the dark spire that jutted out from its center. "We have to make our way into the Everfree Forest, and the fastest way is through Ponyville."

Standing to Twilight's left, Fluttershy, staring down at their conquered home, felt her legs begin to shake. "Um Twilight," she said, her voice as shaky as her legs were. "Why don't we just um I dunno… go around to get to the Everfree Forest? Instead of going through a Ponyville infested with all those big, mean. She shuddered, dropping to the ground. "Scary thing?"

Twilight shook her head. "Sorry Fluttershy, but we've to go through Ponyville. It's the fastest way. Plus we can save those ponies trapped inside those things. Plus Rarity or Rainbow Dash could be inside one of those things down there."

"Yes," Fluttershy sighed. "You're right Twilight. I know we can't leave our friends in danger like that. It's just that those things are so scary."

Pinkie Pie hopped beside the trembling pegasus and wrapped her forelegs around her. "Aww, no need to be scared. Together, you, me, Twilight, and Applejack can get through this in no time flat. We'll find Rarity and Dash and together, stop all this craziness."

Applejack stepped in and joined the two of them. "Pinkie's right sugar cube. As long as we stick together, there ain't nothin' stoppin' us."

With the two of them beside her, Fluttershy, still trembling slightly, stood back up. "O-o-o-okay, I'll do my best to…" She paused, thinking to herself. "But, but what am I supposed to do? The three of you can handle yourselves when it comes to handling those things, but I… I…" Fluttershy slumped down to the ground again, with her hoofs covering her face. "I'm useless."

"Now hush," Applejack commented. "Ya ain't worthless. You're just stinkin' thinkin' is all. Why remember the time when you stared down that dragon and saved us all?"

Pinkie approached and moved away Fluttershy's hooves. "Or what about that time when you stood up to the Iron Will monster,"

Twilight came in, joining the others to stand before their friend. "Or how about the time you saved Apple Bloom, Sweetie Belle, Scootaloo and I from a vicious cockatrice? That was very brave."

Encourage by their words and welcoming smiles, Fluttershy looked up at them. "Well I…"

"Hmmm?" the trio hummed.

"I guess I…"

"Uh huh," they said in unison.

"I… I" Just she noticed something approach her friends from behind. Fluttershy hit the dirt, with her hooves over her head again. "I can't. I'm sorry I can't fight those things. They scare me," she said pointing to the things behind the girls.

"Eh?" The trio turned to see what had gotten her so spooked. Fluttering before them was a small swarm of butterfly cast in metal. At first the girls were surprised at the metallic insects, but after a few uneventful seconds of them pointless flying, they disregarded them

"That's it? That's what got you all frightened?" Applejack said bluntly, approaching the flying yellow creatures that were behind them "Butterflies?"

"I thought you loved butterflies? You even have a grove of them."

"I do Pinkie. But not when they're metal monster butterflies that can catch a pony and take them away."

Twilight joined AJ in observing the metallic insect, seeing them simply flutter about, the passing giving them a challenging time to stay aloft. "Uh I don't think these guys can do any of that Fluttershy. They're just flying around doing nothing."

"That's it!" Applejack shouted. "Fluttershy, this is your chance."

"My chance?" Fluttershy repeated, curiously staring at her.

"Yeah, yer chance to see what yer made of so ya get over yer fear. I'm sure if ya beat these guys you'll see that yer are a brave pony and won't be so scared no more. right Twi?" she asked turning her head.

Twilight took a moment to answer. Looking over to Fluttershy what was crouched down, then to the robotic butterflies still aimlessly flying, then back to Fluttershy who managed to move a couple of feet away when she looked away and then sighed. "I guess it's worth a shot. After all, it doesn't look like those things can do anything harmful."

Twilight, Pinkie, and Applejack stepped back, giving Fluttershy space to face the small swarm that flew about and began to surround her.

"You can do it Fluttershy, kick some tail!" Pinkie shouted, waving a small flag with Fluttershy's face on it.

With her knees rattling, back shivering, and teeth chattering, a whimpering Fluttershy slowly approached the swarm. She began inching her hoof towards them, taking her time to make contact. Carefully making her approach, cautiously, delicately, slowly, paintstaken—

"Come on already Fluttershy!" an aggravated Applejack barked, startling her to tapped against one of them.

"Um excuse me," Fluttershy said. The swarmed turned its focus onto her and hovered attentively around her. "Could you please, surrender and go back to normal?"

In the distance, Applejack and Twilight groaned collectively while Pinkie nervously slimed as they watched on. To their shock the swarm started whipping into a frenzy. They flew circles around the pegasi, increasing in speed. Seeing the situation had quickly escalate, the girls rushed over to help their friend her, but the fast moving spiraling wall of motorized bugs stopped them from getting to her.

"Twilight, can't ya stop em with yer magic?"

"I'm trying, but they're moving so fast it's hard to focus on them."

Try as they might they could only watch their friend vanish behind a curtain of swirling machines.

The robotic butterflies closed in around her, leaving less space to move with each passing second, Fluttershy, fear stricken, bent down and shielded her eyes, leaving her rear still standing upright. Within the darkness of her eye's curtains, she could barely make out her friends panicked yells. The whirling bugs made too much noise to understand what they were saying. She stayed there motionless, hoping it would be over soon. Suddenly she felt something. One of the bots had landed upon her and was noticing her cutie mark. The others, still circling around the terrified pegasus, soon followed suit and collected around her mark that was an uncanny resembles of them. Still with her hooves blocking her sight, Fluttershy realized the noise had come to a stop. She moved her hooves away and saw that the swarm had resumed its peaceful fluttering..

"Fluttershy!" Twilight called out, running towards her up with Pinkie and Applejack. "Are you okay?"

Galloping as fast as they could, they were just a few feet away when they started screeching to a halt.

"Twilight? What's wrong?" Fluttershy asked, looking on in concern, seeing her friends now cautiously backing away.

"Ah Fluttershy," Applejack said nervously. "Ya might wanna take a gander behind ya."

"Behind me?" To Fluttershy's surprise, the swarm's antennas were now glowing yellow with the spark shooting between them. As Twilight, Pinkie and Applejack stepped further away, she noticed that the sparks and light seemed to die down. Worried about what danger she was in, she too started stepping back towards the other, but the swarm followed her, their antenna lights shining brighter with each step she made closer to the girls.

"Wait a second Fluttershy," called out Twilight. "I think they may be trying to protect you."

"Protect me?"

"Yes. Whenever we tried to approach, they became defensive. They also started acting up when you were getting close to us. They must think you're one of them and only trying to keep you safe."

"A-ar-are you sure about that Twilight?"

"Positive. I bet if we try to get too close they'll attack whoever it is in self defense."

"Hmm," Pinkie stepped past the pair standing beside her. "Let's see about that." Pinkie quickly rushed in and started zigzagging around Fluttershy. The butterfly robot's antennas shined bright again and began zapping bolts of lightning down, missing the quick hoofed mare that then ran around and went back to the others. "Okay, you're right. They are guarding her."

With this revelation, Fluttershy looked to her hovering guardians who simply fluttered beside to her as if nothing and stared them down. "Okay guys, listen up… please. These girls are my friends, and you do not hurt my friends."

Still eying the collection of metallic bugs, Fluttershy started stepping back towards her friends. Right on cue, the swarm began to light up in preparation to fire. Seeing this, Fluttershy narrowed her gaze at them and continued stepping back. In reaction, the swarm's light show began to die down until the last of them cut off its weapon as she reached her friends. "There, see, friends, friends. Good boys."

After confirming it was safe to approach, Pinkie was the first to run over to hug Fluttershy and admire her new friends. "This is so incredible Fluttershy. First you were all scared like, "aaah! Noo!" she said mimicking Fluttershy's earlier trembling. "But now you've gotten over your fears. Even better, you made some new friends from it!"

Applejack and Twilight joined in to congratulate her. Holding one of the insectoids in her hoof, Twilight examined one of the newly acquired friends. "I'm not too sure about this. There's no telling if these things are safe or not."

"Aww, come on Twilight. They seem like they'll listen, plus they look really cute," said Pinkie.

"Well, if they can help Fluttershy, I suppose. Alright, let's get going already. We still have friends to save and a doctor to stop."

* * *

><p>Making their way down the streets of their conquered town, the sounds of steel and iron grinding followed by loud pops followed them. Together the four of them struck hard and fast, bashing each mechanical foe that blocked their path, liberating the pony inside who emerged slightly dazed from the dismantled scraps heaps to hear Applejack call out to them.<p>

"Quick everypony, head for Canterlot! You'll be safe there!"

Focusing on getting a group of ponies' attention, Applejack didn't noting a pair of egg pawn that lunged at her. Thankfully Twilight caught them using her magic, smashed them against each other and also yelling out instructions.

"Tell everypony you see to head there. Go, now!"

Dozens of freed ponies galloped away, while Applejack, Twilight, Pinkie, and Fluttershy valiantly faced off against the hordes of foes still headed their way.

Applejack lassoed up groups of them at a time and swung them over her head like a ball and chain, slammed it onto another bots. Twilight meanwhile was tossing and bots into the air, hurtling them onto the cube structures around them and cracking them like the eggs they resembled. Up ahead of them, Pinkie Pie was displaying her impressive acrobatics and quick hoof work, giggling all the while as she tricked the mechanical drone into running into each other and hopped along their heads.

Bringing up the rear, with a butterfly bot positioned on her head turned her head left and right to guiding her where to go, Fluttershy galloped ahead with her eyes sealed shut behind Twilight and Applejack, completely unaware that her newly acquainted friends were absolutely decimating everything that dared get close to her. They clustered up, firing their shots into a concentrated blast that blew away the robots' metal casings imprisoning the mares and colts trapped inside.

"Please everypony, hurry to Canterlot," said Fluttershy, still running with her eyes shut. Her voice timid voice made inaudible by the cries and yells of the ponies already headed to Canterlot.

"Girls, we're almost at the center of town!" Twilight shouted.

"We are?" Pinkie asked, trying to look through the smoke around them. "I can't see a thing through all this smoke."

"Trust me Pinkie, I know Ponyville's roads like the back of hoof.

They arrived at the town center, expecting to find a familiar building, but all that remained was a big patch of dirt surrounded by more fuming metal cubes along its edges. Twilight, surprised to find nothing where they stood, desperately searched for the missing structure she thought would be there.

"But, town hall should be right here. This street leads right to it, I'm sure of it."

Fluttershy ran up beside her and pointed her hoof off to the distance. "Uh, Twilight, I think there is something still here."

Pinkie squinted over where she pointed and faintly made out an object in the smoke "What do you think it is?"

Twilight also narrowed her eyes for a better look and saw that whatever it was, it was approaching them fast. "Trouble."

Applejack looked over at the mysterious object and then dug her hooves into the dirt. "Twi's right ya'll. Looks like we're in for another fight."

Making it way over, a machine different from those they had fought previously approached the girls. It had no feet, instead it hovering off the ground. Its shape was simply that of a large face mask covering the lower half of it behind a massive fan to only show a pair of soulless yet gorgeous eyes.

Before Twilight could even take a step forward to approach it, the mechanical visage flew back from them. Still holding its fan upright, rockets began firing from its edges that rapidly closed in on the girls.

"Everybody move!"

Doing as Twilight ordered, they scattered, avoiding the shells that hit the ground. The blasts that followed rocked the area leaving a plum of flames and smoke rising from the craters they made. The girls, knocked back by the blast regardless of dodging it, got up as quick as they could to face the emotionless machine.

"Bombs?!" Applejack yelled, scanning around to spot her friends. "Alright everypony, keep movin'; and whatever ya do, don't let those things hit ya!"

More missiles shot skyward and scattered throughout the field, each one headed for one of the girls. Pinkie easily zipped away to doge while Fluttershy's guardians picked her up and yanked her to avoid them. Applejack and Twilight however used their lasso and magic respectively to send some rockets back, striking it hard and knocking it flat on the ground.

"Now's our chance. Let's get em while it's down." Applejack commanded, leading the charge. She rushed in, giving the mask her signature buck that took out one of its eyes. The others followed her example, landing their own kicks, even Fluttershy.

"Eeeh!"

Who, despite her best effort, only managed to lightly tap her hoof against it. Thankfully her companions more than made up for her attacks with their collective slams that dented it heavily.

Their battle went on, going back and forth. Rockets flying all over the place, converting the once plain field into a crevice marred battlefield. Taking another round of its own projectiles, the heavily damaged automaton began violently lashing out. It removed its fan, revealing a jagged rusty disfigured mouth that let out a bone chilling shriek that caused the girls to gasp.

It thrashed about, belting out its screeching wails while rockets launched in all directions. Seeing the projectiles being sent out, Twilight and Applejack went to work catching and tossing back every missile they could.

The batter mask, now appearing deranged by its own barrage, came to a halt. Its fan, struggling to stay airborne, dropped to the ground with a metallic thud that echoing through the field. The girls looked on and waited as the now ghoulish and haunting mask could no longer stay afloat. It's chin dug into the soil, bucking under its own weight while the sounds of crunching and churning as it desperately tried to stay functional. With the noises of it falling apart increasing, it opened its mouth and wailed out its death cry. With chunks chipping off, others thrown off from small internal burst, its ear piercing cry faded under the blast that engulfed it. The final blast spanned out through the field, just missing Twilight, Applejack, Pinkie and Fluttershy, all of whom had lain low to avoid the spreading inferno as best they could. At ground zero, the blast had vanished and the only thing could be heard was the scream of pony.

"Aaaaaaaaah!" the mare standing on two hooves yelled out with all her might before collapsing to the ground in exhaustion.

* * *

><p>Everything was dark. But for Rarity, the sensation one feels when they first regain consciousness from a slumber was welcomed feeling, especially considering it seemed as though she had been gone for quite some time. Right before she opened her eyes memories came flooding back to her. Dark memories of what she experienced that last time she was conscious. She clamped her eyes shut, daring not to open them for fear of still being in that horrid place. Her senses returning to her, she started hearing some voices around her.<p>

"Oh, I just hope Rarity's going to be okay."

"Now calm down sugar cube, Rarity's a lot stronger then she looks. Why I bet she'll be up in no time."

"Applejack's right Fluttershy. Rarity will be up and at em in no time. So try and relax, just like Applejack is. Speaking of, AJ, do you mind letting me go now? You're starting to crush me.

"Oh, sorry bout that Pinkie."

"S'allright."

"Girl, come on. I know you're all worried, but we gotta give Rarity some space."

"Sorry Twilight."

As Rarity heard three sets of hoof steps move away, she also heard one set that was moved closer.

"Please, get better soon Rarity, we need you."

Hearing Twilight's plea, Rarity fought past her fears. "Twi-Twilight?" she said faintly, opening her eyes to catch Twilight standing over her with wavy smile on her face and well as tears running down her cheeks.

"Rarity!" Twilight said excitedly. "Girls, girls, Rarity's awake!"

Before Rarity could lift her head and turn, she felt a warm pink presence wrap around her.

"I knew we'd find you. I'm so happy!"

That warm sensation was quickly joined by two more sets of hooves holding her tightly.

"Oh Rarity, we've missed you so much."

"Glad to have ya back girl."

Finally, Twilight joined in and the five of them enjoyed this momentary joyous moment.

* * *

><p>There under the darkened sky, in the scarred field, the girls took the time to fill Rarity in on what's happened while she recovered.<p>

"Oh my. This is simply dreadful. We must hurry then. To rescue our friends and put an end this vile fiend's villainy."

"That's that spirit Rarity," Twilight commented. "Now let get moving. To the Everfree—"

A strong gust of wind suddenly blew through the area, blowing away the smoke that surrounded them and for the faintest of seconds the sun shined down upon them. That light vanished as quickly as it came as a shadow moved over the area above them.

"What in tarnation's goin' on?!" Applejack shouted as they all looked up to see what blocked out the sun.

Soaring on high, cloaking what was once Ponyville under a blanket of darkness, a gargantuan fortress slowly flew past.

"Wha-what in Equestria is that?!" Rarity said, looking on in shock.

"It's the doctor," Twilight answered. "He must be headed to Canterlot."

"We have to stop him then," said Pinkie.

"But how are we supposed to get up there? Even with my wings, there's no way I can carry all of you up there."

Twilight stared up at the aerial building making its way to the castle. Her mind racing to figure out a plan.

"Hey Twilight, what about this thing?"

Twilight turned quickly to see Pinkie Pie standing besides the large fan left behind from their previous battle. Suddenly an Idea came rushing to her. "Pinkie Pie, you're a genius!"

"I am?"

Twilight rushed over and started examine the device. "Yes. If we can use this thing's rockets to pull us, then maybe we can ride the fan up there."

Applejack joined her side with a questionable look on her face. "So let me get this straight. You wanna use rockets, rockets that explode mind you."

"Yeah, exploding like, blam, boom, and kaboom!" Pinkie commented.

"Right, those, and use em to send us flyin' through the air to catch up to a giant flying whatsit."

"Do you have a better idea?" Twilight asked.

"Hoofin' it to Canterlot."

"Sorry AJ, but we don't many other options and it's the fastest way I can think of." Using her magic, Twilight positioned the fan, aiming its wide end towards the ship. She then stood atop it and looked down onto it. "Now I just have to figure out how to…" She slammed her hoof down hard against its surface and caused a rocket to fly out which disappearing off in the distance. "Yes! Perfect. Okay Applejack, I'll need your lasso for the next part. Hop on everypony, we're taking off."

Aside from Pinkie Pie, who gleefully hopped aboard, the others climbed on with a bit of nervous reluctance.

"Are you sure about this Twi? I still think it's a might dangerous."

"I must agree with Applejack. Surely we can find some other method of transport that isn't quite so, hazardous?"

Turning to face her friends, Twilight puffed out her chest and looked sternly at them. "Look girls, I know this seems really risky, but we don't much else to go with. That mad man is on his way to Canterlot right now and we're the only ones who have a chance to stop. This may not be the best way, but it's the quickest, and right now we could really use a boost."

Both Rarity and Applejack looked at each other, still unsure about what they were about to do, and sighed. "Oh alright."

"Very well then."

Twilight looked over to Applejack. "Okay AJ, you ready to lasso up some rocket?"

"As ready as I'll ever be Twi," she answered.

"Okay, here we go." She hit her hoof against the fan again, causing another missile to launch. "Now AJ."

On Twilight's signal, Applejack twirled her rope and lassoed the rocket. Her rope then vanished from her mouth in a bright flash of light, reappearing tied to the front of the fan.

"There now we just need a few more," said Twilight as she triggered more rockets to fire. This time she quickly grabbed hold of them with her magic and tied them together with the first one. With the collection of rockets pulling it forward, the fan began to move. Lifting up off the ground and picking up speed, it headed skyward towards their destination, with the girls hanging on tightly.


	6. Chapter 6

**A Bad Egg in Equestria**

Chapter 6:

* * *

><p>Past the thick steel hull of the massive air cruiser that blocked out sunlight as it flew over the lands of Equestria, the sinister doctor Robotnik on the edge of his seat as he viewed a holographic projection on the deck window. On the map projection he was eying with vigor was a lone dot that slowly moved across a trail of dashes. Dashes that went across the map and stopped at a location labeled Canterlot. Robotnik could have sat there and watched the dot get ever closer if it were not for an alarm suddenly going off in his ship's deck.<p>

Speakers positioned around the room, blared out an ear splitting wail that was accompanied periodic light flares that made the painted the room like a cherry every three seconds. "Proximity alert," a monotone voice then spoke out. Followed afterwards by stating, "Incoming projectile approaching from the stern."

Caught by surprise by the sudden emergency, Robotnik jumped slightly before looking down below his captain's chair where an assortment of his minions scrambled into position at their stations. "Is there a visual on the projectile?"

The tin clad lackeys quickly taped away on their console's control. "Bringing up visuals now, sir." The sound of typing ended all at once and the projection on screen changed to that of a video.

Observing things play out, he snarled, noticing something. "Those four again—no wait, five now. So they rescued someone to help. Not like that'll make a difference. They aren't going to interfere with my plans!"

One of the little mechs leaned back from his console and looked up towards the doctor. "What are your orders, master?"

Robotnik sat and watched the monitor capture the scene unfolding as a hail storm of the ship's laser cannon fire made their way across the sky headed for the incoming vessel. He cracked a smile, widening it as one of the beams closed in to hit. But then something flashed onscreen. He narrowed his eyes and noticed a group of mare, with a purple one standing at the front of their little vessel shining a light from a horn sticking out of her forehead. The light around her protrusion then expanded to form a massive sphere. One that engulfed and surrounded her craft, shielding her and the other mares as the focused beams of lights made contact.

Robotnik immediately furrowed his brow and gnashed his teeth as he watched his weapons being casually negated by a mere orb conjured by those creatures. With his eyes keeping track of their voyage to the ship, he watched as the girls vanished from the camera's view as they lowered their ship down onto his.

"Master, the projectile has landed upon the ship's stern along with its passengers. Shall I dispatch the troops to intercept and capture them?"

Robotnik rose from his seat, staring out the deck window and out into the sky. "No." He looked back at his map and watched the dot moving ever closer to Equestria. "I'm not going to waste our invasion resources in dealing with these stowaways. We'll need them all once we arrive at the castle." He turned and started walking towards the room exit. "Where did that vessel land?"

"On the stern of the ship, master," another of his servants replied

"Good. I'll deal with the intruders myself. After all, those five went through all that trouble to get here. The least I can do is show myself as I take care of them for good." He stopped himself, just inches from stepping out and looked back. "There is one unit I do want to join me. Signal it to report to me on the upper half of the ship's hull." He then walked away. "It's time that thing does something more than just soar around my ship."

* * *

><p>On the far opposite end of Robotnik's ship, the band of mares had disembarked from their makeshift ships after their less then smooth landing and stood in awe atop the flying goliath as their mane and tails whipped wildly from the constantly blowing wind.<p>

"Is everypony alright?" Twilight asked, gauging her friends.

Applejack was trying hard to keep her hat from flying off. "A-okay here, Twi."

Rarity, finished checking the condition of mane and fur and pouted. "Oh, all this wind is going to ruin my hair. Oh and I guess I'm alright."

Fluttershy was the worst by far. The powerful ceaseless gusts pushed against her, shoving her slowly back. Fortunately her little band of butterfly bots flew behind her to hold her in place. "I'm just –" She flapped her wing, trying her hardest against the wind. "—fine."

"Good." Twilight looked around and only three friends were accounted for. "Where's Pinkie Pie?!"

"Over here Twilight," a voice called out from behind. At the very end of the ship, leaning over the edge, Pinkie looked down to the ground below. "Can you believe how tiny everything looks from up here? And would you look at how fast we're going."

Twilight grabbed hold of her sightseeing friend and pulled her back with the other. "Focus, Pinkie. We've got a job to do. We have to stop this thing before it can get to Canterlot."

"You're right Twi. I doubt even the castle guards will be prepared to handle this thing when it comes a knockin' on their doorstep," said Applejack.

"Certainly not," Rarity added. "So, Twilight, how do you propose we put a stop to this dreadful ship?"

Twilight stared down the long stretch ground before them. "First we need to head to the front of the ship. The controls for it are probably somewhere around there. After that we just need to get inside and stop it. Let's go girls."

Twilight now dashed across the upper hull along with her friends, determined to stop massive ship before it could reach its destination. Their hooves clanked along the steel below, pushing against the wind and clouds the whisked by. They had made some progress before a voice rang out.

"That's far enough!"

The girls came to a halt as a ball shaped craft with the top part left open approached and hovered a few feet in front of them. Inside the metal ball, doctor Robotnik stood up and extended his finger at them. "I must commend you five for making it aboard my ship. For a group of candy-colored equines you sure are tenacious, but this is as far as you'll go."

"Oh yeah?" Applejack snapped back. "And just how you supposin' to stop us? You said it yerself, there's five of use and only one of you."

Robotnik stared down at her while he tapped his finger against his chin. "That's a good question." He then directed his finger out to the port side of the ship. "That's why I decided to bring some help along with me."

The girls all peered over and spotted an object quickly making its way to the back of the ship. Once it got there they saw that it now started flying straight towards them. "Run, girls!" Twilight and other turned to gallop but something now blocked their path.

A long-stretching veil of orange tinted light stood in between them the doctor whose machine shined the mysterious barrier. On his side of the wall, Robotnik wagged his finger at the girls with a conceited smirk. "Sorry girls, you've got nowhere to go. Now just sit tight while my beautiful creation takes care of you."

Trapped, the girls all pushed against the doctor's force field, looking back to catch glimpses of the metallic pegasus getting closer. With it now just a few feet away they all jumped out of its way. Applejack, jumping to the side, got a look at the flying figure. Its color, its shape, its wings, it was all so similar; everything except for those cold soulless red eyes. With the girls managing to dodge they watched as the flying metal pegasus easily ripped through Robotnik's barrier and started flying back to the rear of the ship.

"Did ya'll see that? That had to be—"

"I know Applejack," Twilight sullenly replied, watching as the robotic pegasus spread its razor sharp wings as it cut across the sky and flew to the ships stern. "I just wish I hadn't."

Rarity, looking back with the other for the mechanical mare inevitable charge, glanced over to Twilight. "Twilight dear, I understand how you feel. But right now is not the time for it." The mecha mare shot forward like a bullet, just missing Rarity who barely avoided her. "First we need to figure out a way out of this! Otherwise we'll be done for!"

Avoiding yet another encounter, Twilight glanced back to the doctor who answered her with a sinister smile. "Okay girls—" She looked back to her fellow ponies. "—I have an idea."

* * *

><p>Standing atop the gargantuan flying warship, blocked by the doctor's impenetrable wall, five ponies faced an approaching metal monster, with a quivering, shaking, whimpering pegasus taking the lead.<p>

"T-t-t-twilight,—" Standing a couple of hoofsteps apart from the other girls, a shaky Fluttershy looked back to her friend. "—a-are you s-sure this is a g-good i-idea?"

Standing back along with Rarity, Applejack and Pinkie, Twilight watched their terrified friend from afar. "Yes Fluttershy. And trust me; I won't let anything happen to you. So don't be scared."

"Of course I trust you, Twilight." Fluttershy looked down at her hooves, watching her legs shake like maracas. "But I'm still scared!"

"Just remember to jump up and fly when she gets close, okay?"

Practically crouching, she looked ahead and kept her eyes forward as the words shrilly came out of her mouth "Okay." She spotted the pegasus make it approach. Noticing Fluttershy standing by herself, it changed its course straight for her.

"Now, Fluttershy!" Twilight shouted.

Mustering all she could to her buckling legs, Fluttershy jumped and opened her wings. The robot arced its course and stayed on target, flying ever closer. Seeing it still headed for her, Fluttershy curled up in terror, crying out if she could but the hooves over her lips kept them sealed tightly as were her eyes.

Watching since the beginning, Robotnik readied himself for a sight as Fluttershy flew right in front of him. But all of a sudden the yellow pony vanished in a flash of light. "What?!" In the corner of his eye, he spotted the familiar yellow coloring crouching behind Twilight Sparkle. Unfortunately he couldn't confirm it since he was preoccupied with his machine now headed straight for him. "Wait, no! Stop! Uuuuaaaaaaaaah!"

Effortlessly shattering the barrier as it had before, the metal mare this time connected against the metal shell of Robotnik's cruiser in a brutal crash that sent both of them to the ground.

Twilight and the others watched the barrier vanish as both creation and creator dropped to the floor and skidded to a halt. "Come on girls now's our chance," she said, galloping on to leaving the doctor and his robot in their dust.

Tightly grabbing hold of his controls, Robotnik maneuvered his vessel back up and after the scurrying mares. "Oh no you don't!" He looked back as he flew, watching his work also getting back up. "Get back up you pile of scrap. I won't let them get away!"

With the ship still soaring through the clouds over Equestria, the girls were hightailing it to the front of the ship. At their rears, doctor Robotnik and his mechanized pony were quickly closing the gap.

Catching up to them at last, Robotnik started up his barrier again, but it didn't respond. "What?" Repeatedly hitting the switch, his face began to match the color of his shirt with each failed start up. "You piece of junk!" He started wailing upon his cruiser's console until it finally responded.

A single strip of his once grand barrier appeared, one that only covered enough to reach up to the girls' thighs. A literal hurtle facing them, each girl easily cleared it with a hop, skip or jump.

Further back, the metal pony was charging after them and adjusted its trajectory after spotting the girls all jumping over Robotnik's malfunctioning wall. It arched up, just missing Pinkie Pie, who was the last to make It over, but still wound up making contact against its creator again with a loud metal crunch.

Shaking off another collision with his invention, Robotnik maneuvered himself back in front of the girls and again pounded against his controls. "Blast it. Work!" With one last hit causing sparks to fly off the barrier came to life one more time but to his disappointment it now only covered a thin sliver of light belted out. "No, no, no!" Rapping his fingers against his buttons, Robotnik got his shield to work properly if not enough to manifest a large enough force field to cover the area around him. "This is it! No more games!"

The girls watched as the doctor's transport swooped down at with spiraling dive Leading the group, Twilight quickly teleported out of the way. Pinkie leapt up with all her might, flipping over the light-encased sphere. Applejack ducked to the floor, sliding with her back hooves first. Rarity, using elegant hoofwork, sidestepped the hazardous orb

Last in line, Fluttershy looked back to see the mechanical mare was also closing in on her. She felt her limbs begin to wobble as she looked back ahead to the mad doctor approaching. Pushing her limits, Fluttershy jumped and flew up, but both Robotnik and creation went after her. At the corners of her eyes, Fluttershy spotted them still headed for her, soon they'd have her. Her wings, despite her effort couldn't push her fast enough, but then she felt something push against her. With trails of lights flaring behind them, Fluttershy's band bug bots pushed her forward, avoid the devastating collision taking place behind her.

Robotnik's cruiser was sent flying over the girls' heads as Fluttershy rejoined them, bouncing against the hull and off the ship's starboard. The mares all sighed, smiling amongst themselves, but as Twilight stared ahead to the clear blue skies, a series of darkened clouds started rising up from below the ship. The thick plumes gathered together, forming a giant mass the engulfed the sun and shrouded the area in shadow.

"You fools didn't think it was going to be that easy!" Robotnik spoke out, rising up from grey depth. Hovering back up before the girls, he seemed a lot more menacing aboard a brand new machine of his. Floating in front of the girls, it faced them as it kept up with their galloping. "You know, girls, at first I was planning on capturing and convert you into my minions." It was his regular cruiser, only now it had a set of massive metal arms sticking out of its sides with a spiked lid added on top. With the girls stopped before the imposing figure, the machine struck a pose. "But now I just want be rid of you once and for all!"

Keeping their eyes on the big armed mech, the girls didn't notice the metallic pegasus coming up from the rear. It was dented with sparks shooting out from the cracks littered over its frame but it sped forward, zooming over the girls' heads.

Aware of her approach, Robotnik, swung one of his mech's arms, swatting the little bot away. "That's enough out of you!" Batted to the side like a fly, the mecha mare u-turned and headed back to the ship's stern. "Now then…" Robotnik turned his mobile back to the girls. "Let's get back to— what!?"

Galloping past the doctor and his machine, the girls only got a few seconds of peace before he hovered back in front of them and kept pace. His machine slammed its palm toward Applejack, but she run past it as it hit the hull with a clang. It struck again; repeatedly pounding its fists against the top of the ship, missing each time as the girls did their best to dodge.

Gripping his controls tightly, Robotnik watched the crosshairs on his windscreen lock on. "Pretty fast aren't you? Well how about this." The mobile's arms detached and flew forward.

"Aaaaaaaaaaah!" Screaming for her life Fluttershy wriggled and struggled to break free from the hand's grips as they carried her back to the doctor.

The other girls watched, galloping after the set of arms holding their friend. "Fluttershy!"

With his machine's limbs back in socket, Robotnik glared down at the little pony in his clutches. "Hang on little pony, you're in for a ride."

The arms rose up and swung down, but Twilight grabbed hold of the right arm using her magic. Applejack let loose her lasso and wrangled herself the left one. Together, with Pinkie and Rarity aiding them, they pried open the palms and freed Fluttershy. Twilight and Applejack, still holding onto the hovering craft's arms, looked at each other then looked back.

A clang echoed as the flying pegasus bot collided against the strung up doctor, sending it skidding onto the floor.

"Rrrrraaaaaaah!" Quickly raising his contraption back up, Robotnik watched his defective creation making its trip to the rear of the ship. "You miserable pile of scrap, I'll clip you wings for that!" Focusing back on the mares running further away from him, he caught up, spread his crafts arms apart and charged forward. "Heh, try and dodge this!"

The persistent cruiser lowered in altitude, matching the girls' height, and started sliding forwards. Twilight quickly stopped, signaling her friends to as well. "This way, girls!" she yelled, turning and running from the approaching doctor.

The screeching sound of metal against metal caused Rarity to cringe as she and the other kept on running. "This is just dreadful. We'll never get to the front of this thing at this rate."

"I know," Twilight answered, looking up ahead and spotting what she hoped was coming. "And I have an idea."

Seeing victory close at hand, Robotnik looked forwards and noticed the same thing Twilight had. He chuckled. "Is that it?" he said, reading the arms for a hammer drop.

"Okay girls…"Twilight watched as the bot got closer and closer. "Ready… now, break!" Pinkie, Fluttershy, Rarity, and Applejack split apart, leaving Twilight alone in the doctor's sights.

"Did you really think I'd fall for something like that?" Robotnik kept after Twilight Sparkle, but his focus was now set on the robot headed his way. "It's time you go to the scrap heap." He swung his craft's arms down as the pegasus came into reach. As the twin metal hammer came crashing down upon the metal mare, a faint spark of light surround it. Robotnik rolled his eyes to Twilight and noticed her horn what aglow with the same light.

The set of fists slammed against the hull, leaving a big dent as a result. The doctor already knew what was coming. As he tried quickly to maneuver his mobile away, another light shined inches from his windscreen and something burst forth from it.

"Noooooooooo!"

The pegasus bot shattered Robotnik's craft as it bounced dropped like a ragdoll a few feet away. Robotnik's mobile, now cracking like the egg it resembled, lost one limb after another. A chain of burst and booming sounds rung out from inside. It then finally combusted into pieces and sent the doctor dropping to the ground.

Pinkie and Fluttershy were first to run to the fallen machine pony, with Rarity Applejack and Twilight quickly joining. They stood around their metal pony, watching as its soulless eyes first dimed and then faded into black. With the last of its energy depleted, its battered body cracked, snapping off altogether with a pop and the five of them leaned in to meet the pony inside.

* * *

><p>At first the voices came in a little fuzzy.<p>

"_, Ra_nb_ Da_. Can you _ us?"

While she didn't here every word exactly, Rainbow Dash recognized the voices.

"Come _ girl, you _ get up."

"Please Rainbow Dash, _ simply must _ up."

But things soon cleared up.

"Oh Rainbow Dash! Oh we missed you so much."

Until one final, booming voice rang loud and clear.

"With you back, were all back together. We've totally gotta celebrate! Yippee!"

Cringing from the last voice shouting practically by her ear, Rainbow Dash's swung wide open. "Pinkie Pie, you don't have to be so loud!" Rubbing her aching ear, she looked up to see the rest of her friends all looking down at her with smiles and tears running down their cheeks. She felt her eyes swell and quickly sat up, hugging the teary eyes party pony as something wet rolled down her cheeks. "I take that back, Pinkie. Please, be as loud as you want to be. I wanna be sure I can hear you." She tightened her grip and looked to the others. "I wanna be able to hear all you guys," she said, having them all join in.

Breaking apart from their hug, relieved to have the last of her missing friends safe and sound, Twilight went to check on someone else. "What!? Where'd the doctor go?!" the girls all looked up at her, also realizing he had vanished.

"Over here girls," Robotnik casually declared, waving at them from afar.

Rainbow caught sight of round scientist and glared at him. "You! Just what do you think you're doing, turning ponies into those… those things?!"

"Moi? Why I'm simply executing my plans to conquer this land." He grinned, hiding something behind his back. "Plans that have calculated for this outcome." Something clicked as he pressed down on his concealed device. Suddenly a set of triangular shaped glass walls rose up from the hull, closing to form an octagonal pyramid that sealed them inside.

"What the—hey let us out!" Rainbow shouted, kicking against the walls. The other joined in, kicking against the glass as hard as they could, but it did nothing.

"Sorry ladies, I won't have you interfering with my plans." The doctor walked to their prison peered inside while he pointed and laughed. "I know you really wanted to stop me from going to Canterlot. Well as a consolation prize for your efforts, how about I send you there on a one way trip. That way you can enjoy you last moments with all those other ponies before I conquer it and enslave all of you.

As he started walking away, the girls felt their little cell begin to shake. "That is if you six manage to survive the crash landing."

The pyramid rose up and separated from the ship. Propelled by a rocket attached to the bottom of their chamber, they looked down to see the doctor wave them off.

"Farewell, my little ponies!" He cracked into hysteric laughter, watching the trail of smoke grow as the girls rocketed away. Seeing them fly out of sight, he made his way back to the deck. "Now then, I've got a kingdom to destroy, a princess to capture and then an empire to build! Mwahahahah, hahahahah!"


End file.
